Fallen
by Fierceawakening
Summary: I never liked how, in Season 3, Optimus gets a new body and trounces Megatron, and Megatron... just goes off to get more dragons without in any way addressing the newfound disparity in their frames. This fic is an attempt to rectify that problem. And give TFP Megatron some similarities with another Megs who could do with a little more awesome-ifying himself.


Megatron twirled the shard of dark energon in his clawed fingers. It glowed as the light hit it, suddenly piercingly bright.

Megatron narrowed his optics to lessen the sting. Even now that Unicron slumbered, the dark energon played tricks on him, burning in his vision or whispering with the sleeping god's voice.

But such was the price of its power. He'd taken some of it into his own spark - and one did not escape unscathed from that experience. He could still sense Unicron, uneasy in his dreaming. He could still sense the demon's anger. When Unicron finally awoke again, Megatron would be one of the first he would come for.

Megatron was one of the few who had resisted his control, after all.

But when he did awaken, Megatron would be ready for him. Or long dead. Either way, it hardly mattered.

But risky bargains with demons weren't the only thing dark energon proved good for. He'd used his little cache of it for many things. With one crystal, he'd raised an army of undead. From another, he'd forged a blade whose strikes sent shockwaves through the air. A blade that had cloven through the Star Saber of legend, leaving a weapon forged by the ancient Primes in glittering splinters.

And thanks to the dark energon he'd taken into himself, Megatron had even cheated death.

_But now this tiny sliver is all that remains, _he thought.

It was brighter than the rest, optic-scorching, nearly white. Perhaps it was the innermost energon of the Chaos Bringer himself. Perhaps it was simply the only thing left, shining in his vision only because it was his last hope.

Optimus Prime had become a titan, soaring through the air itself to crash against him.

Megatron had been the greatest of his kind, a gladiator at the peak of his abilities turned leader of an army. The weapon he bore - a cannon fueled by nuclear fusion - put the power of a heavy artillery strike at his personal command.

But in that last battle, he hadn't even had a chance to fire it. In the depths of his frame, he could still feel the force of those shattering blows, each one delivered before he could move to counterattack.

Even his citadel had fallen, toppled from within. As if Megatron had been some lifeless drone, Optimus had tossed him bodily into the power core. It had overloaded, and the tower had fallen.

Megatron had lived through the blast. But something had broken inside him - something that could never be repaired.

And now, for all the grand plans he'd made and all the clever things he'd used his cache of dark energon to do, he would use it for the simplest thing of all.

Resurrections, it seemed, came cheap these days. His enemy had lived through what should have been a death of his own, rising to rejoin their age-old battle in a new body, forged by the power of the Primes and reanimated by the ancient Matrix.

It wasn't the first time the Matrix had remade his friend. The first time, he'd watched his shy young protégé rise to lead an army, battle-ready plating as sturdy as his own guarding his spark.

Or hiding it. Of all the mechs who'd flocked to the banner of his Revolution, Orion Pax was the last one he would have expected to betray him. Orion Pax had been a quiet mech, a simple clerk whose spark quailed at injustice but who hated the thought of fighting almost as much. He was no ambitious politician who turned at the first promise of power, no warrior who would crush his closest allies for the sake of his own glory.

And yet mild-mannered Orion Pax's betrayal had split apart the Revolution. The Council had bestowed on him the rank of Prime, deeming him the rightful bearer of the Matrix of Leadership and the ruler of the planet.

By the power of the Matrix and the machinations of the Council, Megatron had watched his closest friend reforged into a weapon - and launched against the very mech he had once called brother.

It had come as no surprise to Megatron that spark and Matrix alike had hidden themselves deep within the frame of the new Prime. The mech he faced was no one that he knew.

And now, desperate to save its dying champion, the Matrix had only wrapped Orion Pax's spark in further layers of metal and wire.

_Do you ever remember who you really are, old friend?_

Megatron's clawtips danced a moment longer over the shard of dark energon. It was strange to feel it now, cold in his hands, chilled like a demon's touch, like the deep space he'd found it in.

The first time he'd pierced himself with a shard of it, Unicron's whispers had filled his mind, curling through his processor, spinning in time with the wheeling of his spark. He'd thought the desire was his own; after all, he'd always wanted power. And what better way to gain power than to control a substance that could raise the dead?

Now that Unicron's voice had faded to the sleep-talk of a dreamer, he couldn't be sure. And his spark seized at the thought of this. Orion Pax had let something in and become a stranger. He had used dark energon and heard Unicron's whispers in his head. When Unicron had awoken, he'd felt the pulse of the god's spark, thundering through his body and mind until he'd thought he would go mad.

But now there was no other option.

Now there was nothing else to do.

He thought of the war, of that long-ago meeting where he'd watched a brother become a stranger. He thought of his army, rising to his call, their sparks seared by the same betrayal, taking to the skies and raining flame down on the cities, scorching away the corruption and leaving only gray death and black ashes in their wake.

He thought of Starscream, rising to take the place Orion Pax had left.

Orion had been the one mech Megatron was sure would never betray him. Starscream had made his faithless intentions obvious from the beginning. He'd charmed his way to Megatron's side with as many lies as promises, leading his troops into battle with the same sly strategies and clever grace.

And probably as much willingness to abandon them, should circumstance require it. But so far, it never had. Irritating as his games could be, in the end Starscream's mask of fawning loyalty had served Megatron just as well as any spark-felt devotion.

Megatron's free hand clenched, remembering the feeling of Starscream's thin wings as his claws tightened over them, the keening shriek as he pleaded for mercy. Or for more, the slender body shuddering beneath him.

_Nothing will be the same after this._

Snarling, he shook his head to clear it, thrashing just as he had long ago when Unicron's thoughts had hissed through his head, taunting and promising.

Then, with a roar, he brought the shard down, driving it deep into his chest.

As before, there was pain, a freezing chill, the sting of absolute zero. But in his spark, where it had pierced him, he felt nothing at all, as though he'd died already and his frame hadn't yet realized there was nothing there to sustain him. He felt the cold speed through his circuits, lancing outward from his spark, an unbearable, biting chill followed by the numbness of sensors seared to uselessness.

He felt a fierce envy of anything living, a rage against any spark that still burned bright. This, too, he remembered - a kinship with the dead ones he would raise, a desperate need to feast on the sparks of the living and to be warmed by the flame of their sparks as he consumed them.

From experience, he knew it would not last.

He fought it, throwing back his head and roaring, lightning lancing from the wound in his chest and the living weapon spearing it, fire rising from the bowels of his mouth.

_My name - was Megatronus - in the beginning -_

Like Unicron's name, it was the name of a demon, a god, a titan from the mists of history. One of Thirteen, the only one to defy the others, to set himself apart, to fight for his own vision even when it set him against his very kin.

The one who knew what seizing his own destiny required.

Megatron threw back his head and roared again, the freezing chill of the dark energon mixing with the heat of his spark. Then the energy burst from him, frozen flame leaking from the seams in his plating, wreathing him in eldritch purple light as it chilled and seared him all at once.

It had granted him power before, that first time, but now he felt himself changing, forged anew by the concentrated power - and by the force of his will.

It wasn't an army he needed this time.

In the flame pouring out of him he could feel his plating burn. One moment, crystalline rime covered it, bright and glittering. The next, the flames blasted the frost away, blackening the metal beneath it, sharpening and lengthening it into living blades.

Megatron had always had spikes. Most warriors in the gladiator pits of Kaon had worn them, half to strike fear into the sparks of their enemies and half to discourage those enemies from gripping at any protruding plates during a fight.

This was different. Anyone who touched him now, whether made of metal or flesh, would find himself torn open.

With a pang, he thought again of Starscream. Pain had never scared his Second away for long - but some things even he might not prove able to endure.

When the last battle was over and Megatron had won, would even Starscream caress the thing of ice and fire that Megatron could feel himself becoming?

He snarled, his spark seizing, the chilling flames catching in his throat, a maelstrom of crackling lightning. He spewed it out; it wreathed his head, a crown of eldritch smoke and lavender fire.

His claws clenched, and he felt a shock of pain as they pierced his own palms. He bled, bright dripping energon as darkened as the sliver he'd shoved into his spark.

_None of that matters now._

He lowered his head, his optics blazing.

Dark Energon was the stuff of death, and the fallen one he'd long ago named himself after was the first of his kind to kill.

And now Megatron himself had become Death, all purpose gone but the last purpose left to him: the annihilation of his Enemy.

The Matrix had trapped Orion, merging itself with the very spark of the new Prime it created. Nothing save death would free the friend he'd lost - and nothing save the Enemy's death would free his people.

His spark surged with icy heat as he raised his arm. It still bore a weapon, the blackened metal twisted into an almost-familiar shape. But as the energy filled it he felt the numbness of living death come over him again, the old hunger for warmth on its heels.

And then his own warmth made deadly, the bolt of energy bursting free with a flare of light and a thunderous sound that stung even his remade optics and audios.

The fire from his old weapon would have scorched the wall. This consumed it. As Megatron watched, it collapsed from the edges inward, shattered, blackened shards all that remained. As it fell apart, he could see the stars of a dark night sky. The bolt had eaten through the very hull of his ship, opening a space to the outside.

He smiled, licking at his fangs, his mouth filling with the cold boil of the stuff filling his veins.

He'd injured Optimus Prime once with the blade he'd forged from dark energon before. It had left a livid wound, corroded and blackening.

This would leave nothing. Nothing at all.

He smiled, his fanged mouth still wreathed in chilling flame.

He had become Death. Perhaps he too would die, then - perhaps the Matrix and its opposite would consume one another in a flare of heat and light.

Perhaps he would simply fade away, once the deed was done.

Perhaps he would live - if whatever the substance of death had made of him now could be called living.

Perhaps he would _endure_, then, and return to what was his wrapped in cold fire.

Perhaps his followers would obey him. Perhaps they would shun him.

Perhaps they would curse him, so far above them now that they would see only a nightmare given shape, twisted of their own metal.

Perhaps they would worship him as the Fallen himself reborn.

He did not know.

He leapt through the open space the wall had left and transformed, his wings twin blades flaring out from a core of chilling flame. It spread around him as he soared, filling the sky with its blaze.

What happened after didn't matter. Only the power he'd forced from the last of the dark energon, and what the thing he had become could do.

Even if he paid for that power forever, once the deed was done.


End file.
